The Commission having heretofore issued its complaint charging Respondent
Summit Technology, Inc. ("Summit") with violation of Section 5 of the Federal
Trade Commission Act, as amended, and Summit having been served with a copy of that
complaint, together with a notice of contemplated relief; and

Summit, its attorney, and counsel for the Commission having thereafter executed an
agreement containing a consent order, an admission by Summit of all the jurisdictional
facts set forth in the complaint, a statement that the signing of said agreement is for
settlement purposes only and does not constitute an admission by Summit that the law has
been violated as alleged in such complaint, or that the facts as alleged in such
complaint, other than jurisdictional facts, are true and waivers and other provisions as
required by the Commission's Rules; and

The Secretary of the Commission having thereafter withdrawn this matter from
adjudication in accordance with § 3.25(c) of its Rules; and

The Commission having considered the matter and having thereupon accepted the executed
consent agreement and placed such agreement on the public record for a period of sixty
(60) days, and having duly considered the comment filed thereafter by interested persons
pursuant to § 3.25 of its Rules, now in further conformity with the procedure
prescribed in § 3.25 of its Rules, the Commission hereby makes the following
jurisdictional findings and enters the following order:

1. Respondent is a corporation organized, existing, and doing business under and by
virtue of the laws of Massachusetts with its office and principal place of business
located at 21 Hickory Drive, Waltham, Massachusetts 02154.

2. The Federal Trade Commission has jurisdiction of the subject matter of this
proceeding and of the respondent, and the proceeding is in the public interest.

ORDER

I

IT IS ORDERED that, as used in this Order, the following definitions
shall apply:

A. The term "PPP" means Pillar Point Partners, the partnership formed between
Summit Partner, Inc., and VISX Partner, Inc., on or about June 3, 1992.

F. The term "Formation Agreement" means the agreement established in the
document entitled "Formation Agreement Dated June 3, 1992," which was made and
entered into on or about the 3rd day of June 1992, among Summit Technology, Inc., a
Massachusetts corporation; VISX, Inc., a Delaware corporation; Summit Partner, Inc., a
Delaware corporation; and VISX Partner, Inc., a Delaware corporation.

G. The term "General Partnership Agreement" means the agreement established
in the document entitled "General Partnership Agreement of Pillar Point Partners
Dated June 3, 1992," which was made and entered into on or about the 3rd day of June
1992, by and between Summit Partner, Inc., a Delaware corporation, and VISX Partner Inc.,
a Delaware corporation.

H. The term "Per-Procedure Fee" means any payment for the use of any product,
device, method, patent, intellectual property, or technology, which payment depends in any
way on the amount of use of, including the number of procedures performed using, the
product, device, method, patent, intellectual property, or technology.

I. The term "PRK" means photorefractive keratectomy, an excimer laser-based
form of eye surgery used to correct refraction disorders.

J. The term "PRK equipment" means any laser or other device that could be
used in connection with performing PRK.

K. The term "PPP Patents" means all patents that have been contributed to PPP
pursuant to Articles 2.3 and 2.4 of the Formation Agreement and Article 6.2 of the General
Partnership Agreement, and all patents that have been contributed to PPP since June 3,
1992. The term "PPP Patents" includes but is not limited to all patents listed
in Schedule A and Schedule B of this Order.

L. The term "Settlement and Dissolution Agreement" means the June 4, 1998
Settlement and Dissolution Agreement between Summit Technology, Inc. and VISX,
Incorporated. The Settlement and Dissolution Agreement is appended to this Order in
redacted form as Appendix I.

II

IT IS FURTHER ORDERED that Respondent, directly or indirectly, or
through any person or other device, in or in connection with activities in or affecting
commerce, as "commerce" is defined in Section 4 of the Federal Trade Commission
Act, cease and desist, except as provided in Paragraph III of this Order or in the
Settlement and Dissolution Agreement, from entering into, adhering to, participating in,
enforcing or maintaining any contract, agreement, understanding, joint venture, pool,
partnership, cross-license or other combination with VISX:

A. (1) To fix, construct, stabilize, standardize, raise, maintain, or otherwise affect
or control any price, royalty or fee for, any aspect of any price, royalty or fee for, or
the terms or conditions associated with, the purchase, license or use of any product,
device, method, patent, intellectual property, or technology that uses or is used in
conjunction with, or claims, covers, embodies or incorporates in whole or in part the use
of, a laser to perform any medical procedure, including but not limited to ophthalmic
surgery; or

B. (1) To restrict the right or ability of Respondent or VISX to sell or license any
product, device, method, patent, intellectual property, or technology that uses or is used
in conjunction with, or claims, covers, embodies or incorporates in whole or in part the
use of, a laser to perform any medical procedure, including but not limited to ophthalmic
surgery; or

(2) To grant Respondent or VISX the right or ability to prevent the sale or license by
Respondent or VISX of any product, device, method, patent, intellectual property, or
technology that uses or is used in conjunction with, or claims, covers, embodies or
incorporates in whole or in part the use of, a laser to perform any medical procedure,
including but not limited to ophthalmic surgery.

PROVIDED, HOWEVER, that nothing in this Order shall prevent Respondent
from entering into or maintaining any contract, agreement, understanding, joint venture,
pool, partnership, cross-license or other combination with VISX with respect to patents
other than PPP Patents, if Respondent notifies the Commission in writing at least
forty-five (45) days prior to entering into, forming or participating in such contract,
agreement, understanding, joint venture, pool, partnership, cross-license or other
combination. Such notification shall include (1) a description of the patent or patents
subject to or affected by the contract, agreement, understanding, joint venture, pool,
partnership, cross-license or other combination, including a copy of each such patent, and
(2) a copy of the document or documents that memorialize all of the terms and conditions
of the contract, agreement, understanding, joint venture, pool, partnership, cross-license
or other combination, unless such document or documents do not exist at the time of the
notification, in which case Respondent shall include a summary of the terms and
conditions.

III

IT IS FURTHER ORDERED that Respondent shall, no later than twenty (20)
days from the date this Order becomes final, license to VISX the patents that Respondent
contributed to, or agreed to contribute to, PPP, including but not limited to all patents
listed in Schedule A of this Order, and any divisions, reissues, re-examinations,
continuations, continuations in part, renewals, extensions and additions thereof. Such
license(s) shall be royalty-free and non-exclusive as set forth in the Settlement and
Dissolution Agreement.

IV

IT IS FURTHER ORDERED that Respondent shall take no action
inconsistent with the dissolution of PPP or the disposition of the PPP Patents as set
forth in the Settlement and Dissolution Agreement. Consistent with the Settlement and
Dissolution Agreement, PPP may wind up its affairs, defend or settle litigation in which
it is or becomes a defendant and complete the defense of any such litigation.

V

IT IS FURTHER ORDERED that:

A. Within sixty (60) days after the date this Order becomes final, Respondent shall
distribute by first-class mail a copy of this Order (not including Appendix I) and the
Complaint to any person that requested a license to use any of the PPP Patents in the
manufacture, assembly or sale of PRK equipment since June 3, 1992.

B. (1) Respondent shall allow any person ("Customer") with which Respondent
entered into any agreement that includes an obligation to pay a Per-Procedure Fee to
license any of the PPP Patents ("Agreement Containing License") between June 3,
1992 and June 5, 1998, to stop using the laser system covered by the Agreement Containing
License, without any penalty or continuing obligation to Respondent under the Agreement
Containing License or any other agreement with Respondent, other than obligations already
incurred for goods, assets or services previously provided by Respondent, including any
installment purchase or lease payments under any existing agreement for the purchase or
lease of a laser system sold or leased by Respondent.

(2) Provided, however, that any further use or disposition of the laser system shall
continue to be governed by the Agreement Containing License and any other agreements
relating to the use of the laser system, unless the Agreement Containing License or any
other agreements are modified by mutual agreement of the Customer and Respondent.

(3) Provided further that nothing in this Paragraph V.B. shall be interpreted to prevent
Respondent from seeking any remedy against a Customer that continues to use any
intellectual property, good, asset or service that was the subject of the Agreement
Containing License or any other agreements relating to the use of the laser system without
complying with such agreement.

(4) Within twenty (20) days after the date this Order becomes final, Respondent shall
distribute by first-class mail a copy of this Order (not including Appendix I), the
Complaint, and a letter containing the following statement to any person to which
Respondent then licenses any of the PPP Patents under an Agreement Containing License that
was entered between June 3, 1992 and June 5, 1998:

Summit and VISX have agreed to dissolve the Pillar Point Partners arrangement and have
agreed with the FTC to an Order concerning Pillar Point Partners. The Order, among other
things, prohibits Summit from agreeing with VISX on a Per-Procedure Fee.

You have entered into an agreement with Summit to license one or more of the Pillar
Point Partners Patents (the "Agreement Containing License"). Under the Order
with the FTC, Summit is obliged to give you the opportunity to stop using the laser system
covered by the Agreement Containing License, without any penalty or continuing obligation
to Summit under the Agreement Containing License or any other agreement with Summit,
except as provided below.

Please note that the Order does not affect obligations you have already incurred for
goods, assets or services previously provided by Summit, including any installment
purchase or lease payments under any existing agreement for the purchase or lease of a
laser system sold or leased to you by Summit.

Please note further that any further use or disposition of the laser system by you shall
continue to be governed by the Agreement Containing License and any other agreements
relating to the use of the laser system, unless the Agreement Containing License or any
other agreements are modified by mutual agreement between you and Summit.

(5) Respondent shall refrain from taking any action to prevent or impede:

(a) any person covered by Paragraph V.B.(1) of this Order from entering or attempting to
enter into an agreement for the purchase, sale, license, use, lease, option, or other
disposition of any product manufactured or assembled for use in PRK; or

(b) any person from exercising any right it may have under Paragraph V.B. of this Order.

VI

IT IS FURTHER ORDERED that:

A. For a period of ten (10) years after the date this Order becomes final, Respondent
shall distribute by first-class mail a copy of this Order (not including Appendix I) and
the Complaint in this matter to any person that requests a license of any of Respondent's
PPP Patents.

B. Respondent shall file within sixty (60) days after the date this Order becomes
final, annually thereafter for ten (10) years on the anniversary of the date this Order
became final, and at such other times as the Commission may require, a verified written
report setting forth in detail the manner and form in which it has complied and is
complying with the Order.

C. Respondent shall notify the Commission at least thirty (30) days prior to any
proposed change in its structure, such as dissolution, assignment, sale resulting in the
emergence of a successor corporation, or the creation or dissolution of subsidiaries or
any other change that may affect compliance obligations arising out of the Order.

D. For a period of ten (10) years after the date this Order becomes final, Respondent
shall notify the Commission in writing forty-five (45) days prior to forming or
participating in the formation of, or joining or participating in, any exclusive patent
licensing arrangements, patent pool arrangements, partnerships or joint ventures if the
arrangement, partnership or joint venture (1) involves United States patents that relate
to the use, manufacture, marketing or sale of PRK equipment; and (2) includes any person
engaged in the research, development, marketing or sale of PRK equipment. Such
notification shall include a copy of the document or documents that memorialize all of the
terms and conditions of the licensing arrangements, patent pool arrangements, partnerships
or joint ventures, unless such document or documents do not exist at the time of the
notification, in which case Respondent shall include a summary of the terms and
conditions.

E. For the purpose of determining or securing compliance with this Order, Respondent
shall permit any duly authorized representative of the Commission: (1) access, during
office hours and in the presence of counsel, to all facilities and access to inspect and
copy all books, ledgers, accounts, correspondence, memoranda, calendars, and other records
and documents in the possession or under the control of Respondent relating to any matters
contained in this Order; and (2) upon five business days' notice to Respondent, and
without restraint or interference from it, to interview officers, directors, or employees
of Respondent in the presence of counsel representing said officers, directors or
employees.

VII

IT IS FURTHER ORDERED that this Order will terminate upon the
expiration of the last to expire of the PPP Patents.